SECURITIES AND EXCHANGE COMMISSION FORM 40-F Annual reports filed by certain Canadian issuers pursuant to Section 15(d) and Rule 15d-4 Filing Date: 2019-03-07 | Period of Report: 2018-12-31 SEC Accession No. 0001193125-19-067079 (HTML Version on secdatabase.com) FILER OBSIDIAN ENERGY LTD. Mailing Address Business Address 207 - 9TH AVENUE S.W. 207 - 9TH AVENUE S.W. CIK:1334388| IRS No.: 000000000 | State of Incorp.:A0 | Fiscal Year End: 1231 SUITE 200 SUITE 200 Type: 40-F | Act: 34 | File No.: 001-32895 | Film No.: 19665634 CALGARY A0 T2P 1K3 CALGARY A0 T2P 1K3 SIC: 1311 Crude petroleum & natural gas (403) 777-2500 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F (Check One) ☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 Commission file number 1-32895 OBSIDIAN ENERGY LTD. (Exact name of registrant as specified in its charter) Alberta, Canada 1311 Not applicable (Province or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number (if applicable)) Identification Number (if Applicable)) Suite 200, 207 9th Avenue SW, Calgary, Alberta, Canada T2P 1K3 (403) 777-2500 (Address and Telephone Number of Registrants Principal Executive Offices) DL Services Inc., Columbia Center, 701 Fifth Avenue, Suite 6100, Seattle, Washington 98104-7043 (206) 903-5448 (Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Common Shares New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form: ☒ Annual Information Form ☒ Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 507,316,031 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORM 40-F Principal Documents The following documents, filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F, are hereby incorporated by reference into this Annual Report on Form 40-F: (a) Annual Information Form for the fiscal year ended December 31, 2018; (b) Managements Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2018; (c) Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018, prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board; and (d) Supplemental Oil and Gas information. US-1 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ADDITIONAL DISCLOSURE Certifications and Disclosure Regarding Controls and Procedures. (a) Certifications. See Exhibits 99.5, 99.6, 99.7 and 99.8 to this Annual Report on Form 40-F. (b) Disclosure Controls and Procedures. As of the end of Obsidian Energy Ltd.s (Obsidian Energy) fiscal year ended December 31, 2018, an evaluation of the effectiveness of Obsidian Energys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out by the management of Obsidian Energy, with the participation of the President and Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of Obsidian Energy. Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, Obsidian Energys disclosure controls and procedures were effective to ensure that information required to be disclosed by Obsidian Energy in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the Commission) rules and forms and (ii) accumulated and communicated to the management of Obsidian Energy, including the CEO and CFO, to allow timely decisions regarding required disclosure. It should be noted that while the CEO and CFO believe that Obsidian Energys disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Obsidian Energys disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. (c) Managements Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over Obsidian Energys financial reporting. Obsidian Energys internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Obsidian Energys assets are safeguarded. Management has assessed the effectiveness of Obsidian Energys internal control over financial reporting as at December 31, 2018. In making its assessment, management used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework in Internal Control Integrated Framework (2013) to evaluate the effectiveness of Obsidian Energys internal control over financial reporting. Based on this assessment, management has concluded that Obsidian Energys internal control over financial reporting was effective as of December 31, 2018. US-2 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The effectiveness of Obsidian Energys internal control over financial reporting as at December 31, 2018 has been audited by Ernst & Young LLP, as stated in their Report of Independent Registered Public Accounting Firm on Obsidian Energys internal control over financial reporting that accompanies Obsidian Energys Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018, filed as Exhibit 99.3 to this Annual Report on Form 40-F. (d) Attestation Report of the Registered Public Accounting Firm. The required disclosure is included in the Report of Independent Registered Public Accounting Firm on Obsidian Energys internal control over financial reporting that accompanies Obsidian Energys Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018, filed as Exhibit 99.3 to this Annual Report on Form 40-F. (e) Changes in Internal Control Over Financial Reporting (ICFR). The required disclosure is included under the heading Changes in Internal Control Over Financial Reporting in the Companys Managements Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2018, filed as Exhibit 99.2 to this Annual Report on Form 40-F. Notices Pursuant to Regulation BTR. None. Audit Committee Financial Expert. Obsidian Energys board of directors has determined that Raymond Crossley, a member of Obsidian Energys audit committee, qualifies as an audit committee financial expert (as such term is defined in Form 40-F). Mr. Crossley is independent as that term is defined in the rules of the New York Stock Exchange. Code of Business Conduct. Obsidian Energy has adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors of Obsidian Energy. This Code constitutes a code of ethics as defined in Form 40-F and is referred to in this Annual Report on Form 40-F as the Code of Ethics. US-3 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Code of Ethics is available for viewing on Obsidian Energys website at www.obsidianenergy.com, is available in print to any shareholder who requests a copy, and was previously filed as an exhibit to Obsidian Energys Annual Report on Form 40-F for the year ended December 31, 2015. Requests for copies of the Code of Ethics should be made by contacting: investor relations by phone at (888) 770-2633 or by e-mail to [email protected]. During the year ended December 31, 2018, there have not been any amendments to, or waivers, including implicit waivers, from, any provision of the Code of Ethics.